UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) – May 18, 2017
 
 
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
 

Delaware
 
001-36127
 
20-1945088
(State or other jurisdiction
 of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
39550 Orchard Hill Place Drive, Novi, Michigan
 
48375
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code (248) 596-5900
 
 
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                        ¨






Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Cooper-Standard Holdings Inc. (the "Company") was held on May 18, 2017.  A total of 17,827,042 shares of common stock were eligible to vote at the Annual Meeting.  The matters voted on at the Annual Meeting and the results of the vote were as follows:

Proposal 1.    Election of Directors

The following individuals were elected to the Board of Directors for a term of one year, expiring at the 2018 Annual Meeting of stockholders.

Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Jeffrey S. Edwards
 
14,904,822
 
713,008
 
100,697
 
560,674
Sean O. Mahoney
 
15,655,733
 
60,197
 
2,597
 
560,674
David J. Mastrocola
 
15,483,784
 
231,850
 
2,893
 
560,674
Justin E. Mirro
 
15,627,431
 
88,499
 
2,597
 
560,674
Robert J. Remenar
 
15,676,960
 
38,970
 
2,597
 
560,674
Sonya F. Sepahban
 
15,657,732
 
57,799
 
2,996
 
560,674
Thomas W. Sidlik
 
14,506,730
 
1,208,425
 
3,372
 
560,674
Stephen A. Van Oss
 
15,675,849
 
39,256
 
3,422
 
560,674
Molly P. Zhang
 
15,681,143
 
34,612
 
2,772
 
560,674
The nominations were made by the Board of Directors and no other nominations were made by any stockholder.

Proposal 2.    Ratification of the Selection of the Independent Registered Public Accounting Firm

The stockholders voted to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
16,044,913
 
228,376
 
5,912
 
0
 
 
 
 
 
 
 

Proposal 3.    Advisory Vote on Executive Compensation

The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the proxy statement.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
15,288,935
 
423,503
 
6,089
 
560,674
 
 
 
 
 
 
 

Proposal 4.    Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Votes
12,821,193
 
10,816
 
2,884,016
 
2,502
 
560,674
 
 
 
 
 
 
 
 
 











Proposal 5.    Approval of the Company's 2017 Omnibus Incentive Plan

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
13,657,444
 
2,054,938
 
6,145
 
560,674
 
 
 
 
 
 
 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
COOPER-STANDARD HOLDINGS INC.
 
\s\ Aleksandra A. Miziolek
Name: Aleksandra A. Miziolek
Title: Senior Vice President, General Counsel and Secretary
Dated: May 19, 2017